PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES
EXCHANGE ACT OF 1934

BIOFORCE NANOSCIENCES HOLDINGS, INC.

(Name of Small Business Issuer in its charter)

Nevada

000-51074

74-3078125

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2020 General Booth Blvd.

Suite 230

Virginia Beach, VA 23454

(Address of principal executive offices)

Registrant's telephone number: (757) 306-6090

Registrant's fax number: (757) 306-6092

______________________________________

Copies to:

Richard W. Jones, Esq.

Jones & Haley, P.C.

750 Hammond Drive, Suite 100, Building 12

Atlanta, Georgia 30328-6273

(770) 804-0500

www.corplaw.net

Securities to be registered under Section 12(b) of
the Act: None

Securities to be registered under Section 12(g) of
the Act:

Common Stock, $0.001

Title of Class

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check
One)

Large accelerated filer [ ]

Non-accelerated filer [ ]

Emerging growth company [ ]

Accelerated filer [ ]

Smaller reporting company [X]

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. [ ]

Market Price of Dividends on the Registrant's Common
Equity and Related Stockholder Matters

20

Item 10.

Recent Sales of Unregistered Securities

20

Item 11.

Description of Registrant's Securities to be
Registered

21

Item 12.

Indemnification of Directors and Officers

22

Item 13.

Financial Statements and Supplementary Data

23

Item 14.

Changes in and Disagreements with Accounting and
Financial Disclosures

39

Item 15.

Financial Statements and Exhibits

39

Signatures

39

-2-

ITEM 1. BUSINESS.

BioForce Nanosciences Holdings, Inc. ("BioForce or
the "Company") was previously in the business of manufacturing
nano-particular measurement devices and molecular printers but due
to a lack of profitability, 2013 the subsidiary of the company that
owned that technology filed for bankruptcy. That subsidiary and
related technology was later bought out of bankruptcy by an
unrelated third party. Subsequently, new management came into
the Company to pursue a better business model and now the Company's
mission is to become a leading provider of natural vitamins,
minerals and other nutritional supplements, powders and beverages,
formulated to promote a healthier lifestyle for active individuals
in all age ranges. The Company private labels products with key
distributors and manufacturing providers.

BioForce entered into the supplement business in or
about 2015. These supplements, powders and beverages offer vitamins
and minerals to complement a healthy intake of protein and
carbohydrates for active individuals and participants in
sports.

BioForce recently changed its business plan and it
is in the process of establishing a dynamic marketing campaign to
achieve brand awareness of its product offerings to drive business
growth through sales of nutrition supplements to retailers,
sporting goods retailers, supermarkets, mass merchandisers, and
online. BioForce currently markets its products through social
media and telemarketing. The Company plans to expand marketing
efforts with a direct marketing and B2B (Business to Business)
sales campaign, with the eventual expectation to expand throughout
the entire United States.

The Company proactively seeks to expand its
"BioForce Eclipse" nutritional powder for use into households
throughout the U.S., and the Company will approach retail stores,
including health food and sporting goods stores to create a vendor
relationship. During this phase, the Company will continue to try
to advance its social media platform with direct online and
targeted advertisements to health conscience individuals.

Nutrition retailers, grocery stores, retail
pharmacies, and online stores, like Amazon, will be important
channels for the Company's Eclipse product-lines. In The USA, there
are thousands of direct outlets like grocery stores, pharmacies,
hospitals, department stores, medical clinics, surgery clinics,
universities, nursing homes, prisons, and other facilities which
are all targets of potential sales of the vitamin and mineral
supplemental products.

The Company plans to offer its products for direct
sales on its website at www.bioforceeclipse.com, which is
currently under development.

The $31.2 billion vitamin and supplement
manufacturing industry grew on average 2.5% annually between 2012
and 2017. In 2018, industry revenue is expected to grow an
additional 3.5%.

The Company will seek out retail sales opportunities
with gyms, health clubs, and fitness centers with incentive base
sales agreements based on volume of sales obtained.

Currently, the Company receives 100% of its revenues
from the sale of the BioForce Eclipse private label brand powder
supplements. The product is a mixture of amino acids, key
vitamins, and other plant based proteins, essential to the physical
well-being of the individual. Protein supplements are known to
promote muscular growth, so athletes or others often take them as a
dietary supplement to gain muscle mass.

Nutritional Products are made up of a wide range of
products, which include supplements, meal replacement products,
multivitamins, and convenience products. As these products have
increased in popularity, more individuals have been attempting to
get in optimal physical condition, wanting to use products that
complement their lifestyles, exercise, or athletic regimen.
BioForce's Management is aware of other potential products and will
continue to evaluate these potential markets and possible new
products lines.

BioForce entered into a market that has some
reputable players, but has limited leadership. BioForce will work
to get the product available through most retail channels, so that
customers will see both convenience in purchasing the product, and
convenience over having to take numerous different supplements.
After BioForce launches its products into the sports nutrition
supplement industry, it is anticipated that there will be other
firms that will work to offer similar products. This fact magnifies
the importance of BioForce's quality and its support of its
products.

-3-

The initial marketing efforts will focus on the
online stores, B2B sales, direct mail, industry trade shows,
conventions, and affiliate marketing designed to educate
prospective users and distributors, including retail channels,
doctors and gyms. Less direct methods will include TV and radio
advertising until such time as the Company's budget allows it to
upgrade its marketing plan and to do so effectively.

BioForce Supplements will maintain an executive
office in Virginia Beach, Virginia. All marketing, sales, and
customer support will be managed from its Virginia Beach Office.
Private labeling is done on a contractual basis unless an
opportunity to vertically integrate production makes fiscal
sense.

BioForce Nanosciences Holdings sells the BioForce
Eclipse powder multivitamin and mineral supplement without
non-compete and non-disclosure agreements. The Company currently
private labels the powder through a manufacturer located in
Virginia. The Company has a Supplier Agreement with this
manufacturer that gives the Company non-exclusion rights to market
the product. The distributor owns the rights to the formula
for this product. If the Company can source product in a more
cost-effective way without diminished quality, the Company would
evaluate such opportunities when presented. Currently, the
distributor who provides the private label powder provides
"Consignment Terms," which allows us to only pay for the product
when it is sold.

In addition to manufacturing the product, this
private label vitamin distributor also offers custom labeling and
packaging of the product. BioForce utilizes these services, and
will seek out examples from other potential manufacturer and
distributor of future products to ensure that the quality of work
reflects the Company's standards for presentation and quality.

The FDA has rules regarding the fitness for
consumption of foods as well as vitamins and supplements sold to
the public, and those laws apply to our product. However, our
product does not require pre-clearance like a drug in order to be
sold into the marketplace.

BioForce's management understands that similar
competing products are available to the consumer, and customers may
consider switching from BioForce Eclipse to a competitor's product.
Moreover, the supplier of BioForce Eclipse products may sell
competing products into the marketplace. Manufacturers and
distributors who provide private label services generally
incentivize larger orders, which the Company might not be
financially able to provide. Management remains conscience of
changes in the market place, its relationship with the Private
Label manufacture distributor, and other risk associated with
supply chain issues.

BioForce's dietary supplements and vitamins cannot
take the place of a well-balanced diet. Some people believe that
the ingestion of supplements, pills and beverages can make up for
poor eating habits; but vitamin and mineral supplements don't offer
a wellness solution. None of BioForces' products are approved by
the FDA and are sold without doctors prescriptions through the
Company's marketing channels.

The Company caters to the needs of customers with a
focus on the elderly and athletes across numerous sports, ages, and
economic backgrounds.

The aging baby boomers, report regular use of
multivitamin and multi-mineral supplements at a higher rate than
other demographic group. Recent surveys have indicated that women,
Caucasians, individuals with higher education levels, people with
lower body mass indexes and people with higher physical activity
levels were more likely to use supplements. These groups were also
most likely to talk to a doctor about the need for supplements,
because they knew about their benefits, they are subject to a
higher risk of deficiencies, or had a family history of medical
type issues.

Health conscience "Baby Boomers," sports
participants, and other active individuals continue to extend their
health education awareness. The industry's traditional focus on
these groups is shifting to an ever-expanding group that includes
recreational and lifestyle users, such as fitness enthusiasts,
weekend athletes and gym-goers, of all ages.

BioForce will provide its consumer base with
products that serve their health needs and which add value even
beyond their needs. The Company first introduced its multivitamin
and mineral supplemental powder product, "BioForce Eclipse in
December, 2014." With the introduction of this first product,
BioForce advances the Company's name offering additional products
that meet the standards for a healthy lifestyle. BioForce
Eclipse is a private label branding produced by Body Align, LLC
from a distributor located in Virginia, USA.

The Company has had one customer in each of the last
two fiscal years. The customer is not required to purchase
the product in the future and the Company's marketing plan is to
broaden the Company's customer base. (See "Risk Factors.")

The Company will increase and maintain its U.S.
market share by offering new incentives and promotions to customers
that may have otherwise been holding off on trying its products.
The Company will market new biodegradable, recyclable containers of
its products to its customer base and new markets. BioForce will
evaluate the success of its marketing objectives and determine
which marketing strategy provides the best results. As sale volumes
increase, we expect that it will become necessary to hire sales
associates.

The Company has two full time employees, Mr. Merle
Ferguson, its President, and Mr. Richard Kaiser, its Secretary.

Figure 1- product lables

REPORTS TO SECURITY HOLDERS.

(1)

The Company is not required to deliver an annual
report to security holders and at this time does not anticipate the
distribution of such a report.

(2)

Following the effectiveness of this Registration
Statement the Company will be a reporting company and will comply
with the requirements of the Securities Exchange Act of 1934 (the
"Act"), as amended, and will file all required reports with the
SEC.

(3)

The public may read and copy any materials the
Company files with the SEC at the SEC's Public Reference Room at
100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public
may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
maintains an internet site that contains reports, proxy and
information statements, and other information regarding issuers
that file electronically with the SEC, which can be found at
http://www.sec.gov.

ITEM 1A. RISK FACTORS.

The following risks and uncertainties are important
factors that could cause actual results or events to differ
materially from those indicated by forward-looking statements. The
factors described below are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our business operations
and results. If any of the following risks actually
occur, our business, financial condition or results of operations
could be materially adversely affected. As a result, the
market price of shares of our Common Stock could decline
significantly.

-5-

There may exist conflicts of interest on the part of
our officers and directors.

Our directors and officers are or may become, in
their individual capacities, officers, directors, controlling
shareholders and/or partners of other entities engaged in a variety
of businesses. Our officers and directors are engaged in business
activities outside of the Company. There exists potential conflicts
of interest including, among other things, time, effort and
business combinations with other such entities.

We have no operating profits to date. There are many
impediments to us turning our business into a profitable enterprise
in the foreseeable future. Continuing losses may exhaust our
capital resources and force us to discontinue operations.

Our ability to turn our business into a profitable
enterprise depends on many factors, including:

§

securing adequate funding to sustain us until we are
able to generate sufficient sales revenue;

§

generating and sustaining customer interest and
strategic relationships that translate into product sales;

§

completing research and development of current
products and developing additional products;

anticipating product development and marketing
activities in the industry in which we operate;

§

maintaining and expanding our operations; and

§

attracting and retaining a qualified work force.

We cannot assure you that we will achieve any of the foregoing
factors or realize profitability in the immediate future or at any
time.

We are in need of additional funding to sustain our
business as a going concern. Several factors may impact our ability
to secure the funds necessary to carry on our business.

Our business does not currently generate enough
revenue to sustain our activities. At March 31, 2018, we had net
working capital of $14,097, a cash balance of $18,825, and
stockholders' equity of $14,097. We require additional
debt or equity funding from third parties to provide us with the
necessary capital to carry on our business. Several factors may
limit our ability to attract sources of these funds, including:

§

We have no history of profitability;

§

Our current levels of debt, other liabilities and
shareholder equity;

§

The limited market for trading our Common Stock;

-6-

§

The unproven market for BioForce Eclipse leading to
uncertainty as to our ability to generate sales revenues; and

We cannot assure you that we will be able to secure
the funds we need in the amounts and at the times we require them
in order for us to continue in business. If we are
unable to identify and secure additional funding immediately, we
will likely be required to curtail certain portions of our
operations, or cease operations entirely. Because of our
financial condition, our independent auditors have qualified their
opinion on our financial statements regarding our ability to
continue as a going concern.

The highly competitive nature of our industry
could affect our results of operations, which would make
profitability even more difficult to achieve and sustain.

The vitamin and supplement business is highly
competitive. Many existing and potential competitors have greater
financial resources, larger market shares, and larger production
and technology research capabilities than us. This may enable them
to establish a stronger competitive position, in part, through
greater marketing opportunities and challenges to our intellectual
property. If we are unable to address competitive developments
quickly and effectively, we may not be able to grow our business or
remain a viable entity.

We rely upon independent suppliers for our
ingredients and fulfillment.

We do not manufacture our products but rather
subcontract the manufacture of these products. Based on quality,
price, and performance, we have selected certain suppliers, vendors
and subcontractors that provide ingredients and packaging. For some
items we are dependent on a single supplier or a small number of
suppliers. Although we have identified alternate sources, there can
be no assurance that a transition to such alternative sources would
not entail quality assurance and quality control difficulties,
on-time delivery problems, or other transitional problems, any or
all of which could have an impact on our production and could have
a material adverse effect on our business, financial condition, or
results of operations.

If we fail to adapt to changes affecting our
products technology and the markets, we will become less
competitive, thereby adversely affecting our future financial
performance.

Unless we can develop our present products, our
ability to generate revenue may be hindered and our ability to
achieve profitability will be negatively affected. In order to
remain competitive, we must respond in a timely and cost-efficient
basis to changes in technology, industry standards and procedures,
and customer preferences. We must be able to continuously develop
new products and services to address these developments. In some
cases these changes may be significant and the cost to address
these changes may be substantial. We cannot assure you that we will
be able to adapt to any changes in the future or that we will have
the financial resources to respond to changes in the marketplace.
Also, the cost of adapting our technologies, products and services
may have a material adverse affect on our operating results.

Our business could be adversely affected by local,
state, national and international laws and regulations.

The manufacture and sale of our current products
have not required registration under the U.S. Food, Drug and
Cosmetic Act or any other domestic or international laws or
regulations. We anticipate, however, that some products we may
develop, as well as some product applications we pursue with
customers, may require such registration in the future in order to
market and sell the resultant products. Moreover, such laws could
change and thereby require the registration of our products, or
regulatory approval for product. The process of obtaining
regulatory approval is typically costly and time consuming, and
involves a high level of uncertainty as to its outcome. Complying
with such laws and regulations could negatively affect our business
and anticipated revenues and there can be no assurance that we will
successfully satisfy applicable regulatory requirements.

-7-

In addition, although we have not historically been
significantly affected by any United States governmental
restrictions on import, export and customs regulations and other
present local, state or federal regulation, any future legislation
or administrative action restricting our ability to sell our
products to certain countries outside the United States could
significantly affect our ability to make certain foreign sales. The
extent of adverse governmental regulation, which might result from
future legislation or administrative action, cannot be accurately
predicted. In particular, the USA Patriot Act and other
governmental regulations may impose export restrictions on sale of
equipment or transfer of technology to certain countries or groups.
There can be no assurance that sale of our products will not be
impacted by any such legislation or designation. Depending upon
which countries and sales may be designated for trade restriction,
and the extent of our foreign sales in the future, such action
could have a material adverse effect on our business, financial
condition, or results of operations.

Our business plan and future growth strategy
anticipates that we may make targeted strategic acquisitions. An
acquisition may disrupt our business, dilute stockholder value and
distract management's attention from operations.

Part of our business plan for growth anticipates the
possibility of acquiring new products or businesses through
targeted strategic acquisitions. We may not be able to identify
appropriate targets or acquire them on reasonable terms. Even if we
make strategic acquisitions, we may not be able to integrate these
products and/or businesses into our existing operations in a
cost-effective and efficient manner. If we attempt and fail to
execute this strategy, our revenues may not increase and our
ability to achieve profitability may be impaired. Currently, our
ability to make strategic acquisitions may be hampered by our
limited capital resources and the limited public market for our
stock.

Our intellectual property may infringe on the rights
of others, resulting in costly litigation.

In recent years there has been significant
litigation in the United States involving patents and other
intellectual property rights. In particular, there has been an
increase in the filing of suits alleging infringement of
intellectual property rights, which pressure defendants into
entering settlement arrangements quickly to dispose of such suits,
regardless of their merits. Other companies or individuals may
allege that we infringe on their intellectual property rights.
Litigation, particularly in the area of intellectual property
rights, is costly and the outcome is inherently uncertain. We
cannot assure you that we would have secured a "freedom to operate"
opinion in respect to any particular area of practice. Thus, in the
event of an adverse result, we could be liable for substantial
damages and we may be forced to discontinue our use of the subject
matter in question or obtain a license to use those rights or
develop non-infringing alternatives. Any of these results would
increase our cash expenditures, adversely affecting our financial
condition.

We may not be able to manage our growth effectively,
which could adversely affect our operations and financial
performance.

The ability to manage and operate our business as we
execute our development and growth strategy will require effective
planning. Significant rapid growth could strain our management and
internal resources, and other problems may arise that could
adversely affect our financial performance. We expect that our
efforts to grow will place a significant strain on personnel,
management systems, infrastructure and other resources. Our ability
to effectively manage future growth will also require us to
successfully attract, train, motivate, retain and manage new
employees and continue to update and improve our operational,
financial and management controls and procedures. If we do not
manage our growth effectively, our operations could be adversely
affected, resulting in slower growth and a failure to achieve or
sustain profitability.

Being a public company involves increased
administrative costs, which could result in lower net income and
make it more difficult for us to attract and retain key
personnel.

As a public company, we incur significant legal,
accounting and other expenses. The Sarbanes-Oxley Act of 2002 and
rules subsequently implemented by the SEC require public companies
to institute or change corporate governance practices, and public
disclosure controls and procedures. These rules and regulations
require us to devote significant resources to developing,
implementing, reporting on and auditing procedures appropriate for
our business and its size. This increased level of compliance
requirements has made it more difficult for us to attract and
retain qualified executive officers and directors and, in
particular, directors to serve on an audit committee.

-8-

We may not be able to attract additional qualified
individuals to serve on our Board of Directors, which could
adversely affect our controls and procedures.

Our Board is composed of two (2) inside
directors. We do not maintain any standing committees,
such as audit, compensation, governance or nominating
committees. Our entire Board performs the tasks of an
audit committee.

We have found it difficult to attract and retain
qualified individuals to serve on our Board. Our financial position
makes it difficult for us to offer our outside Board members
meaningful compensation. While we do pay expenses incurred by our
directors in connection with attending Board meetings, we do not
currently provide any cash compensation to them for their service.
We maintain nominal director and officer liability coverage. Taken
as a whole, this may not provide the level of security an
individual would feel desirable when evaluating whether he or she
wished to serve on the Board of a public company in today's
environment.

Risks Factors Related to Ownership of Our Common
Stock

Our Common Stock is thinly traded and the majority
of our stockholders hold restricted shares. The sale of all the
shares that are eligible for Rule 144 treatment would result in the
sudden increase in the number of shares available for trading in
the public market, which could have a negative effect on our stock
price.

The Company currently has 9,985,268 shares of our
Common Stock that is freely tradeable. Stockholders who possess
freely tradeable shares of our Common Stock: (a) are
non-affiliated shareholders who have held our shares for at least
two years; (b) acquired shares in the public trading market; or (c)
hold shares of our Common Stock, which have been registered under
the Securities Act of 1933, as amended. In addition, the Company
has 66,309,903 shares of common stock eligible for sale pursuant to
Rule 144. As a result, the sale of the Rule 144 shares could flood
the market and result in enormous reductions in the trading price
of the Company's stock.

We cannot assure you that there will be an active
trading market for our Common Stock and it could be difficult for
holders of our Common Stock to liquidate their shares.

Even though our Common Stock is expected to continue
to be quoted on the OTC MARKETS, we cannot predict the extent to
which a trading market will develop or how liquid that market might
become. Also, as described above, many of our shares are
"restricted securities" within the meaning of Rule 144 promulgated
by the SEC and are, therefore, subject to certain limitations on
the ability of holders to resell such shares. Because only a small
percentage of our outstanding shares are freely tradeable in the
public market, the price of our shares could be volatile and
liquidation of a person's holdings may be difficult. Thus, holders
of our Common Stock may be required to retain their shares for a
long period of time. Since few of our outstanding shares of Common
Stock have been registered under federal or state securities laws,
the majority of our Common Stock may not be sold or otherwise
transferred without registration or reliance upon a valid exemption
from registration.

We do not anticipate paying dividends on our Common
Stock in the foreseeable future. This could make our Common Stock
less attractive to potential investors.

We anticipate that we will retain any future
earnings and other cash resources for future operation and
development of our business. We do not intend to declare or pay any
cash dividends on our Common Stock in the foreseeable
future. Any future payment of cash dividends on our
Common Stock will be at the discretion of our Board of Directors
after taking into account many factors, including our operating
results, financial condition and capital requirements. Corporations
that pay dividends may be viewed as a better investment than
corporations that do not.

Future sales or the potential for sale of a
substantial number of shares of our Common Stock could cause our
market value to decline and could impair our ability to raise
capital through subsequent equity offerings.

-9-

Sales of a substantial number of shares of our
Common Stock in the public markets, or the perception that these
sales may occur, could cause the market price of our Common Stock
to decline and could materially impair our ability to raise capital
through the sale of additional equity securities.

The authorization and issuance of blank-check
Preferred Stock may prevent or discourage a change in our control
or management.

Our amended articles of incorporation authorize the
Board of Directors to issue up to one hundred million shares of
Preferred Stock without stockholder approval, having terms,
conditions, rights, preferences and designations as the Board may
determine. The rights of the holders of our Common Stock will be
subject to, and may be adversely affected by the rights and any
additional series of Preferred Stock that may be issued in the
future. The issuance of Preferred Stock, while providing desirable
flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of discouraging a person
from acquiring a majority of our outstanding Common Stock.

It may be difficult for a third party to acquire us,
and this could depress our stock price.

Under Nevada corporate law, we are permitted to
include or exclude certain provisions in our articles of
incorporation and/or by-laws that could discourage information
contests and make it more difficult for stockholders to elect
directors and take other corporate actions. As a result, these
provisions could limit the price that investors are willing to pay
in the future for shares of our Common Stock. For example:

·

Without prior stockholder approval, the Board of
Directors has the authority to issue one or more classes of
Preferred Stock with rights senior to those of Common Stock, and to
determine the rights, privileges and preferences of that Preferred
Stock;

·

Under Nevada law, we are not required to provide
for, and our by-laws do not provide for, cumulative voting in the
election of directors, which would otherwise allow less than a
majority of stockholders to elect director candidates;

·

Nevada law provides certain protections from
combinations with shareholders who may exert substantial influence
over the combination due to their large ownership instead. We have
opted out of those protections in our bylaws. As a result,
potential investors may value our stock lower than companies that
did not opt out of the provisions. These so called "interest
shareholders" are defined in NRS § 78.423 as:

1.

"Interested stockholder," when used in reference to
any resident domestic corporation, means any person, other than the
resident domestic corporation or any subsidiary of the resident
domestic corporation, who is:

(a) The beneficial owner, directly or indirectly of 10 percent
or more of the voting power of the outstanding voting shares of the
resident domestic corporation; or

(b) An affiliate or associate of the resident domestic
corporation and at any time within 2 years immediately before the
date in question was the beneficial owner, directly or indirectly,
of 10 percent or more of the voting power of the then outstanding
shares of the resident domestic corporation.

2.

To determine whether a person is an interested
stockholder, the number of voting shares of the resident domestic
corporation considered to be outstanding includes shares considered
to be beneficially owned by that person through the application of
NRS 78.414, but does not include any other unissued shares of a
class of voting shares of the resident domestic corporation, which
may be issuable to any person, other than the interested
stockholder and its affiliates and associates, under any agreement,
arrangement or understanding, or upon exercise of rights to
convert, warrants or options, or otherwise.

Trading in our shares may be subject to certain
"penny stock" regulations which could have a negative effect on the
price of our shares in the public trading market.

Public trading of our Common Stock on the OTC
Markets, pink current information designation under the symbol
BFNH, may be subject to certain provisions, commonly referred to as
the penny stock rule, promulgated under the Securities Exchange Act
of 1934. A penny stock is generally defined to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. If our stock is deemed to be a penny stock,
trading in our stock will be subject to additional sales practice
requirements on broker-dealers. These may require a broker dealer
to:

·

make a special suitability determination for
purchasers of penny stocks;

·

receive the purchaser's written consent to the
transaction prior to the purchase; and

·

deliver to a prospective purchaser of a penny stock,
prior to the first transaction, a risk disclosure document relating
to the penny stock market.

-10-

Consequently, penny stock rules may restrict the
ability of broker-dealers to trade and/or maintain a market in our
Common Stock. Also, many prospective investors may not want to bear
the burden of the additional administrative requirements, which may
have a material adverse effect on the trading of our shares.

Manufacturers and distributors of vitamins and
supplements like us can be adversely affected by publicity
resulting from complaints, litigation or general publicity
regarding poor product quality, product tampering, adverse health
effects of consumption of or other concerns. Negative
publicity from traditional media or online social network postings
may also adversely affect us.

There has been a marked increase in the use of
social media platforms and similar devices, including weblogs
(blogs), social media websites, and other forms of Internet-based
communications which allow individuals access to a broad audience
of consumers and other interested persons. Consumers
value readily available information concerning goods and services
that they have or plan to purchase, and may act on such information
without further investigation or authentication. The
availability of information on social media platforms is virtually
immediate, as is its impact. Many social media platforms
immediately publish the content their subscribers and participants
can post, often without filters or checks on accuracy of the
content posted. The opportunity for dissemination of
information, including inaccurate information, is seemingly
limitless and readily available. Information concerning
our Company may be posted on such platforms at any
time. Information posted may be adverse to our interests
or may be inaccurate, each of which may harm our performance,
prospects or business. The harm may be immediate without
affording us an opportunity for redress or
correction. Such platforms also could be used for
dissemination of trade secret information, compromising valuable
company assets. In summary, the dissemination of
information online could harm our business, prospects, financial
condition and results of operations, regardless of the
information's accuracy.

Regardless of whether any public allegations or
complaints are valid, unfavorable publicity relating to our product
or products could adversely affect public perception of the entire
brand. Adverse publicity and its effect on overall
consumer perceptions of product safety, or our failure to respond
effectively to adverse publicity, could have a material adverse
effect on our business. We must protect and grow the
value of our brands to continue to be successful in the
future. Any incident that erodes consumer trust in or
affinity for our brands could significantly reduce their
value. If consumers perceive or experience a reduction
in food quality, service, ambiance or in any way believe we failed
to deliver a consistently positive experience, the value of our
brands could suffer.

Our success depends, in part, upon the popularity of
our products. Shifts in consumer preferences could
negatively affect our future profitability. Such shifts
could be based on health concerns related to many
factors. Negative publicity over the health aspects of
such vitamins and supplements may adversely affect consumer demand
for our products. In addition, our success depends, to a
significant extent, on numerous factors affecting discretionary
consumer spending, general economic conditions (including the
continuing effects of the recent recession), disposable consumer
income, and consumer confidence. A decline in consumer
spending or in economic conditions could reduce demand for our
product or impose practical limits on pricing, either of which
could harm our business, financial condition, operating results or
cash flow.

Legal actions could have an adverse effect on
us.

We have faced in the past and could face in the
future legal actions. Many state and federal laws that
govern our industry, and if we fail to comply with these laws, we
could be liable for damages or penalties. Further, we
may face litigation from customers alleging that we were
responsible for an illness or injury they suffered after using our
products. In light of the potential cost and uncertainty involved
in litigation, we may settle matters even when we believe we have a
meritorious defense. Litigation and its related costs may have a
material adverse effect on our results of operations and financial
condition.

We may not be able to protect our trademarks,
service marks, and trade secrets.

We place considerable value on our trademarks,
service marks, and trade secrets. We intend to actively enforce and
defend our intellectual property, although we may not always be
successful. We attempt to protect our ingredients as trade secrets
by, among other things, requiring confidentiality agreements with
our suppliers and executive officers. However, we cannot
be sure that we will be able to successfully enforce our rights
under our marks or prevent competitors from misappropriating our
ingredients, nor can we be sure that our methods of safeguarding
our information are adequate and effective. We also
cannot be sure that our marks are valuable; that using our marks
does not, or will not, violate others' marks; that the
registrations of our marks would be upheld if challenged; or that
we would not be prevented from using our marks in areas of the
country where others might have already established rights to
them. Any of these uncertainties could have an adverse
effect on us and our expansion strategy.

-11-

Our current insurance may not provide adequate
levels of coverage against claims.

We currently maintain insurance that is customary
for a business of our nature. However, there are types
of losses we may incur that cannot be insured against or that we
believe are not economically reasonable to insure against, such as
losses due to natural disasters. Such damages could have
a material adverse effect on our business and the results of
operations. Additionally, there is no assurance that we
will be able to maintain our current coverage at acceptable premium
rates or that any coverage will be available to us in the
future.

Failure to establish and maintain our internal
control over financial reporting could harm our business and
financial results.

Our management team members are responsible for
establishing and maintaining effective internal control over
financial reporting. We have identified a material
weakness in connection with our assessment of the effectiveness of
internal control over financial reporting. However, internal
control over financial reporting is a process to provide reasonable
assurance regarding the reliability of financial reporting for
external purposes in accordance with accounting principles
generally accepted in the United States. Because of its
inherent limitations, internal control over financial reporting is
not intended to provide absolute assurance that we would prevent or
detect a misstatement of our financial statements or
fraud. Any failure to maintain an effective system of
internal control over financial reporting could limit our ability
to report our financial results accurately and timely or to detect
and prevent fraud. Any failure to remediate a material
weakness or the occurrence of additional material weaknesses in
internal control over financial reporting could cause a loss of
investor confidence and decline in the market price of our
stock.

As part of our marketing efforts, we rely on search
engine marketing and social media platforms such as Facebook
® and Twitter ® to attract and retain
customers. We also are initiating a multi-year effort to implement
new technology platforms that should allow us to digitally engage
with our customers and team members and strengthen our marketing
and analytics capabilities. These initiatives may not be
successful, resulting in expenses incurred without the benefit of
higher revenues or increased employee engagement. In addition, a
variety of risks are associated with the use of social media,
including the improper disclosure of proprietary information,
negative comments about our Company, exposure of personally
identifiable information, fraud, or out-of-date information. The
inappropriate use of social media vehicles by our guests or team
members could increase our costs, lead to litigation or result in
negative publicity that could damage our
reputation.

Competition

The vitamin and supplement business is
highly competitive, with a number of companies that have many
facilities and are better established than the Company. Many
of the more established vitamin and supplement providers have
substantially greater financial resources, facilities, and depth
and experience of personnel than the Company.

Government
Regulations

The operation of the Company is subject
to various federal and state regulations. The Company
believes that its structure and contemplated operation will not
violate current legal requirements. There is no assurance,
however, that regulatory agencies will not take a position that is
contrary to the position of the Company or that applicable
regulations will not change in a manner that would necessitate a
change in the Company's method of operation. Such a
development could have a material adverse financial impact on the
Company.

-12-

Dependence on
Manager

The Company is dependent upon the
services of its two officers and directors, Merle Ferguson and
Richard Kaiser. If the Company should lose the services of
its current management, there could be a material adverse impact on
the Company's business, unless a suitable replacement could be
engaged by the Company on satisfactory terms. There can be no
assurance, however, that the Company could engage a suitable
replacement on satisfactory terms. Consequently, the loss of
the services of our current management could impose severe adverse
consequences on the Company.

Needs to Raise Additional
Capital

The Company believes that its current
resources will be sufficient to meet its liquidity and capital
requirements in the short term; however, there can be no assurance
that such funds will be sufficient to meet the Company's capital
requirements over the long term. The Company may be required to
incur debt, issue equity securities or enter into other financing
arrangements to meet the Company's future capital needs.
There is no assurance that the Company will be successful in
raising sufficient additional capital for its long-term
requirements, and there is no assurance that such financing will be
available on terms acceptable to the Company.

Net Losses

The Company was formed on June 28, 1984,
and it recently changes its business plan to the development and
sale of supplements and vitamins. The Company has incurred a
loss each year. Accordingly, the Company's operations are
subject to all the risks inherent in the establishment of a new
business enterprise. The Company has reported a net loss for
each of the last two fiscal years. The net loss reported by
the Company was $31,261, and $5,712 in fiscal 2017 and 2016,
respectively (see Financial Statements attached hereto as Exhibit
"A"). Although management believes that the Company will be
profitable at some point in the future, there can be no assurance
that it will be able to do so nor that it will achieve or maintain
profitability in the future.

Management
Assumptions

This registration statement includes
certain statements, forecasts and projections provided by
management with respect to the Company's anticipated future
performance. Such statements, forecasts and projections
reflect various assumptions by management concerning anticipated
results, which assumptions may or may not prove to be correct and
which involve numerous and significant subjective determinations.
No representations are made as to the accuracy or achievement
of such statements, forecasts or projections.

There is currently no trading market
for our common stock.

Outstanding shares of our Common Stock
cannot be offered, sold, pledged or otherwise transferred unless
subsequently registered pursuant to, or exempt from registration
under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the
ability of our stockholders to liquidate their
investment.

We have never paid dividends on our
common stock.

We have never paid dividends on our
Common Stock and do not presently intend to pay dividends in the
foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to
further its business plan.

Authorization of Preferred
Stock

Our Certificate of Incorporation
authorizes the issuance of up to 100,000,000 shares of preferred
stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of
Directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting, or
other rights which could adversely affect the voting power or other
rights of the holders of the common stock. In the event of
issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing
a change in control of the Company. Although we have no present
intention to issue any shares of our authorized preferred stock, we
may do so in the future.

-13-

This registration statement contains
forward-looking statements and information relating to us, our
industry and to other businesses.

Forward-looking statements are based on
the beliefs of our management, as well as assumptions made by and
information currently available to our management. When used in
this prospectus, the words "estimate," "project," "believe,"
"anticipate," "intend," "expect" and similar expressions are
intended to identify forward-looking statements. These statements
reflect our current views with respect to future events and are
subject to risks and uncertainties that may cause our actual
results to differ materially from those contemplated in our
forward-looking statements. We caution you not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this prospectus. We do not undertake any obligation
to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date of
this prospectus or to reflect the occurrence of unanticipated
events.

The Company has a Limited Number of
Customers.

The Company has relied on one customer
for the last two fiscal years. However, that customer has no
exclusive rights to the product and it is not required to purchase
any products. The goal of the Company market plan is to
broaden its customer base, however, there is no assurance this goal
will be attained. Having so few customers creats a risk that
the Company's revenues could fall to zero.

Consequences of Being Classified as a
Shell Corporation.

A shell corporation is defined as a
corporation with no or nominal operations and no or nominal cash
assets. We believe that the Company is not a shell company, because
it is an operating company with an operating business and it has
been since it was formed in December, 1999. In the event the
Company is classified as a shell, the Company and its shareholders
would not be eligible to use certain SEC rules such as Rule 144 and
S-8 Registration Statement. This could have a negative impact on
the perceived value of the Company's shares, on the Company, as
well as on the shareholders.

ITEM 2. FINANCIAL
INFORMATION.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking
Statements

From time to time, we or our
representatives have made or may make forward-looking statements,
orally or in writing. Such forward-looking statements may be
included in, but not limited to, press releases, oral statements
made with the approval of an authorized executive officer or in
various filings made by us with the Securities and Exchange
Commission. Words or phrases "will likely result", "are expected
to", "will continue", "is anticipated", "estimate", "project or
projected", or similar expressions are intended to identify
"forward-looking statements". Such statements are qualified in
their entirety by reference to and are accompanied by the above
discussion of certain important factors that could cause actual
results to differ materially from such forward-looking
statements.

Management is currently unaware of any
trends or conditions other than those mentioned in this
management's discussion and analysis that could have a material
adverse effect on the company's current financial position, future
results of operations, or liquidity, because its current operations
are limited. However, investors should also be aware of factors
that could have a negative impact on the company's prospects and
the consistency of progress in the areas of revenue generation,
liquidity, and generation of capital resources, once it begins to
implement its business plan. These may include: (i) variations in
revenue, (ii) possible inability to attract investors for its
equity securities or otherwise raise adequate funds from any source
should the company seek to do so, (iii) increased governmental
regulation or significant changes in that regulation, (iv)
increased competition, (v) unfavorable outcomes to litigation
involving the company or to which the company may become a party in
the future, and (vi) a very competitive and rapidly changing
operating environment.

The risks identified here are not all
inclusive. New risk factors emerge from time to time and it is not
possible for management to predict all of such risk factors, nor
can it assess the impact of all such risk factors on the company's
business or the extent to which any factor or combination of
factors may cause actual results to differ materially from those
contained in any forward-looking statements. Accordingly,
forward-looking statements should not be relied upon as a
prediction of actual results.

-14-

The financial information set forth in
the following discussion should be read with the financial
statements of BioForce NanoSciences Holdings, Inc. included
elsewhere herein.

Management's Discussion and Analysis
of Financial Condition and Results of
Operations

Overall Operating
Results:

Three Months - March 31, 2018 and
2017 Statements

Revenues from the Company's vitamin
supplements for the three months ended March 31, 2018 and for
the three months ending march 31, 2017 were $-0- and $-0-,
respectively. During the three months ended March 31, 2018 and
2017, the Company received no orders for its Bioforce Eclipse
supplement product.

Gross Margins for the three months ended
March 31, 2018 and the same period in 2017 are $-0-, non-existent,
due to the fact that no Bioforce Eclipse supplement was sold during
these respective periods.

Gross Profit for the three months ended March 31,
2018 was $-0- and for the three months ended March 31, 2017 was
$-0-. Since the Company had no sales in the respective
periods, $-0- Gross Profit.

The Cost of Goods Sold for the three
months ended March 31, 2018 was $-0- and for the three months
ending March 31, 2017 was $-0-, respectively. The Company had
no costs associated with the sale of its Bioforce Eclipse
Supplement product due to no sales receipts during these respective
periods.

General and Administrative Expenses three
months ended March 31, 2018, totaled $23,974, compared to $2,244
for the three months ended March 31, 2017. This increase during the
same period ended March 31, 2018 was attributed to higher expenses
from professional services as it relates to accounting and legal
fees associated with the Company becoming a full-reporting
issuer.

Year Ended December 31, 2017,
Compared to Year Ended December 31,
2016.

Revenues for the Company's year ended
December 31, 2017 totaled $4,500 from the sales of its vitamin
supplements. The decrease of $3,750 as compared to the same period
ending December 31, 2016 was attributed to low sales for the
Company's vitamin supplements.

Cost of Goods Sold for the year ending
December 31, 2017 totaled $3,245 compared to $6,000 for year ended
December 31, 2016. The decrease was due to reduction in unit
sales "BioForce Eclipse" supplement product in
2017.

Gross margins changed between 2017 and
2016 due to decreases of net sales of units sold of the "BioForce
Eclipse" supplement product, 200 units in 2017 compared to 375
units in 2016.

Gross profit for the year ended December
31, 2017 was $1,255 as compared to gross profit for $2,250 for the
year ended December 31, 2016. A decrease in gross profit for the
period ended December 31, 2017 compared to year ended December 31,
2016 was due to a decrease in unit sales during
2017.

General and Administrative expenses for
the year ended December 31, 2017 totaled $32,516 compared to $7,962
for December 31, 2016, primarily due to increases in professional
service fees.

-15-

Net Loss

Net loss for the Three Month Ended March
31, 2018 and 2017 were $23,974 and $2,244, respectively, and
Net loss for the year ended December 31, 2017 and 2016 were $31,261
and $5,712, respectively.

Liquidity and Capital
Resources:

As of March 31, 2018, our assets totaled
$22,658, which consisted of cash and prepaid expenses. Our total
liabilities were $8,561 for accounts payable and accrued expenses.
As of March 31, 2018, the Company had an accumulated deficit of
$671,450 and a working capital of $14,097.

As of December 31, 2017, our assets
totaled $20,908, which consisted of mainly cash. The Company's
total liabilities were $12,706 which consisted of accounts payable
and accrued expenses. As of this date the Company had an
accumulated deficit of $647,476 and working capital of
$8,202.

As of December 31, 2016, our assets
totaled $16,408, which consisted of cash and prepaid expenses. The
Company's total liabilities were $14,123 which consisted of
accounts payable and accrued expenses. As of this date the
Company had an accumulated deficit of $616,215 and working capital
of $2,285.

Our independent auditors, in their
report on the financial statements, have indicated that the
Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty. As indicated
herein, we need capital for the implementation of our business
plan, and we will need additional capital for continuing our
operations. We do not have sufficient revenues to pay our
operating expenses at this time. Unless the company is able
to raise working capital, it is likely that the Company will either
have to cease operations or substantially change its methods of
operations or change its business plan (See Note 5 in Financial
Statements). For the next 12 months the Company has an oral
commitment from its CEO to advance funds as necessary to meeting
our operating requirement .

-16-

New Accounting
Pronouncements

BioForce NanoSciences Holdings, Inc.
does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company, or any
of its subsidiaries' operating results, financial position, or cash
flow.

Accounting
Principals

The Company has implemented all new
accounting pronouncements that are in effect and is evaluating any
that may impact its financial statements, including revenue
recognition. The Company does not believe that there are any
other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results
of operations.

Revenue
Recognition

In May 2014, the FASB
issued ASU 2014-09, "Revenue from Contracts with Customers" (Topic
606), which was further updated in March, April, May and December
2016. The guidance in this update supersedes the revenue
recognition requirements in Topic 605, "Revenue Recognition." Under
the new guidance, an entity should recognize revenue to depict the
transfer of promised goods or services to customers in an amount
that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. The guidance also
specifies the accounting for some costs to obtain or fulfill a
contract with a customer.

In accordance with ASC Topic 606,
Revenue from Contracts with Customers ("ASC 606"), revenues
are recognized when control of the promised goods or services is
transferred to our clients, in an amount that reflects the
consideration to which we expect to be entitled in exchange for
those goods and services. To achieve this core principle, we apply
the following five steps: (1) Identify the contract with a
client; (2) Identify the performance obligations in the contract;
(3) Determine the transaction price; (4) Allocate the transaction
price to performance obligations in the contract; and (5) Recognize
revenues when or as the company satisfies a performance
obligation.

We adopted this ASU on January 1, 2018.
Although the new revenue standard is expected to have an immaterial
impact, if any, on our ongoing net income, we did implement changes
to our processes related to revenue recognition and the control
activities within them.

ITEM 3.
PROPERTIES.

The Company makes use of the office
space of Yes International, which is owned and operated by Richard
Kaiser, a Director and the Secretary of the Company. As a
result, the Company neither rents nor owns any properties. The
Company currently has no policy with respect to investments or
interests in real estate, real estate mortgages or securities of,
or interests in, persons primarily engaged in real estate
activities.

The following table sets forth certain
information regarding the beneficial ownership of our common stock
as of March 31, 2018, by (i) each person who is known by us to own
beneficially more than 5% of our outstanding common stock; (ii)
each of our officers and directors; and (iii) all of our directors
and officers as a group.

Name and Address of Beneficial Owner

Amount of Common Stock Beneficially Owned

Percentage Ownership of Common stock (1)

Merle Ferguson

1750 Barbara Lane

Encinitas, CA 92024

20,000,000 (2)

26.21%

Richard Kaiser

3419 Virginia Beach Blvd., Suite 252 Virginia Beach,
VA 23452

10,190,000 (3)

13.36%

Susan Donohue

20,000,000

26.22%

1239 Artic Street

Antigo, WI 54409

All Officers and Directors as a Group (2 persons)

30,190,000

39.57%

(1) Applicable percentage ownership is
based on 76,295,171 shares outstanding as of May 24, 2018. There
are no options, warrants, rights, conversion privilege or similar
right to acquire the common stock of the Company outstanding as of
May 24, 2018.

The following table provides information
concerning our officers and directors. All directors hold office
until the next annual meeting of stockholders or until their
successors have been elected and qualified.

NAME

AGE

POSITION

Merle Ferguson

71

President/Treasurer/Director

Richard Kaiser

53

Secretary/Director

BIOGRAPHY

Mr. Ferguson became Chairman of the Board of the
Company on July 8, 2013, and subsequently on December 1, 2016 he
also became CEO and President of the Company. Prior to that, he had
no relationship with the Company. Mr. Ferguson attended Yakima
Valley College from 1964-1966 with a major in forestry and a minor
in Business Management. In April of 1966, he enlisted in the United
States Marine Corps, serving two tours in Vietnam, and was
honorably discharged in 1970. From 2001 to the present, Mr.
Ferguson has served as Chairman, Secretary, Treasurer and majority
shareholder of Predictive Technology Group, Inc., a company located
in Salt Lake City, Utah, which is a biotech company involved in the
manufacturing and marketing of products involving stem cells and
genetic therapeutics. Predictive has thirty five (35) employees and
has annual revenues of approximately $20,000,000. The stock of
Predictive Technology Group is traded on the OTC Markets Pink,
current information market. From January, 2009 to the present, Mr.
Ferguson has served as Chairman, President, CEO, CFO and majority
owner of Element Global, Inc., located in Virginia Beach, Virginia.
Element Global provides mining, media and energy services. It
has annual revenues of approximately $100,000 and it has three (3)
employees. The stock of Element Global is trades on the OTC Markets
Pink, no information market. Beginning in May, 2014, Mr. Ferguson
also became Chairman and President of Element Global. From January,
2002 to 2014, Mr. Ferguson served as an Officer and Director of
Gold Rock. Since 2014, he has also served as President, Chairman
and CEO of Gold Rock, located in Virginia Beach, Virginia, which
manufactures homes using rare earth substances and recycled tires.
Gold Rock has no revenues and it has two (2) employees. Gold Rock
Holdings, Inc. is a stock that is traded on the over the counter
market. The Board reviewed Mr. Ferguson's background and it
considers him qualified to fill this position, due to his extensive
business experience and work with public companies.

On or about July 1, 2013, Mr. Kaiser
became the Registrant's Secretary and Director On December 1, 2016,
Mr. Kaiser also served the role of Interim CFO, corporate
secretary and corporate governance officer. Prior to that,
Mr. Kaiser provided services to the Registrant through his Company,
Yes International, Inc. He has served as an officer and
Co-Owner of Yes International since July, 1991. Yes
International is a full-service EDGAR conversion filing agent,
investor relations and venture capital firm located in Virginia
Beach, Virginia. It has revenues of approximately $200,000 and it
has four (4) employees. In 1990, Mr. Kaiser received a
Bachelor of Arts degree in International Economics from Oakland
University (formerly known as Michigan State University-Honors
College.) The Board reviewed Mr. Kaiser's background and
considered him qualified for his position due to his educational
background and his experience with SEC filings and public
companies. From April 1, 2015 to the present, Mr. Kaiser has
also served as a director, secretary and interim CEO of Bravo
Multinational, Inc., a public company formed under the laws of
Delaware with its headquarters located in Ontario, Canada.
Bravo is in the business of buying and selling casino gaming
equipment.

-18-

Ms. Susan Donohue provided bookkeeping
and marketing services to the Registrant through her two business
entities TJJR Enterprise, Inc. and Trade Exchange International,
Inc. In consideration for the services the entities received
an aggregate of 10,000 shares of common stock Ms. Donohue is not an
officer or director of the Company, but she is a greater than 5%
shareholder. Ms. Donohue is the sole director, sole officer
and owner of TJJR Enterprises, Inc. and Trade Exchange
International, Inc., both privately held entities, which
collectively control approximately 26% of the outstanding common
stock of the Company. Ms. Donohue is the only employee of both
entities. Ms. Donohue attended the University of Wisconsin,
located in Stevens Point, Wisconsin from 1970-1974. There she
received a Bachelor of Arts Degree in Sociology/Psychology. From
2000 to the present, Ms. Donohue has been employed by TJJR
Enterprises, Inc., located in St. George, Utah. TJJR
Enterprises, Inc. is a Utah corporation involved in product and
marketing branding. The Company helps clients identify market
segments where its products will receive the most attention in
order to create sales. In addition, TJJR consults about growing
market trends for clients and their products. From 2002 to
the present, Ms. Donohue was employed by Trade Exchange
International, located in St. George, Utah. Trade Exchange
International is a Utah corporation involved in international
export management and advisory services.

BOARD OF DIRECTORS AND
COMMITTEES

The Board of Directors acts as the Audit
Committee and the Board has no separate committees. The Company has
no qualified financial expert, because it has inadequate financial
resources at this time to hire such an expert. The Company
anticipates that a qualified financial expert will be obtained when
the Company's financial position improves.

ITEM 6. EXECUTIVE
COMPENSATION.

Name and Principal Position

Year

Salary

Bonus

($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive Plan Compensation

($)

Nonqualified Deferred Compensation

($)

All Other Compensation

($)

Total

($) (1)(2)(3)

Merle Ferguson

President, CEO and Director

2015

2016

2017

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

(2)

$-0-

$-0-

Richard Kaiser

Secretary and Director

2015

2016

2017

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

(3)

$-0-

$-0-

(1) Does not include perquisites
and other personal benefits, or property, unless the aggregate
amount of such compensation is more than $10,000.

(2) In 2014, 20,000,000 shares of common
stock were issued to Mr. Ferguson in connection with his employment
contract for services to be rendered over a five-year
period.

(3) In 2014, 10,000,000 shares of common
stock were issued to Mr. Kaiser in connection with past services
rendered to the Company.

Employment
Agreements

The Company has an employment contract
with Mr. Ferguson for the period from July 1, 2013 until June 30,
2018, and Mr. Kaiser has verbal agreement with the Company. There
are no other compensation plans or arrangements, including payments
to be made by us with respect to our officers, directors, employees
or consultants that would result from the resignation, retirement
or any other termination of such directors, officers, employees or
consultants. There are no arrangements for compensation to be paid
to our directors, officers, employees or consultants that would
result from a change-in-control.

-19-

Stock Options

The Company had no stock options
outstanding at March 31, 2018

Board of Directors
Compensation

Our executive directors did not receive
any compensation for their service as Directors of the Company for
the years ended December 31, 2017 and 2016.

Mr. Merle Ferguson, Chairman, CEO and
President of the Company paid $7,000 and in 2016 he paid $6,500 in
expenses on behalf of the Company, with no expectations that these
payments would be repaid. Except as otherwise indicated herein,
there have been no other related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-K.

ITEM 8. LEGAL
PROCEEDINGS.

At this time, there are no material
pending legal proceedings to which the Company is a party or as to
which any of its property is subject, and no such proceedings are
known to the Company to be threatened or contemplated against
it.

ITEM 9. MARKET PRICE OF AND
DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

(a)

Market Information. The Company's
common stock is traded in the OTC Market. There are currently no
shares of common stock that are subject to outstanding options or
warrants to purchase, or securities convertible into, the common
stock of the Company. The Company has not agreed to register any of
its shares of common stock for sale by holders of such common
stock. In addition, at this time none of the Company's common stock
is being or has proposed to be publicly offered by the
Company.

(b)

Holders. As of the date hereof,
there are 235 holders of 76,295,171 shares of the Company's common
stock.

(c)

Dividends. The Company has not
paid any cash dividends to date and does not anticipate paying
dividends in the foreseeable future. It is the present intention of
management to utilize all available funds for the development of
the Company's business.

ITEM 10. RECENT SALES OF
UNREGISTERED SECURITIES.

In September 2017, the Company issued
188,000 shares of restricted common stock in relief of accounts
payable valued at $11,280. These payables were related to the
purchase of raw materials for the years ended December 31, 2016 and
2015; no underwriter was involved with the sale and no commissions
were paid in connection with such sale.

All securities issued by the Company are
deemed "restricted securities" within the meaning of that term as
defined in Rule 144 of the Securities Act and have been issued
pursuant to the "private placement" exemption under Section 4(2) of
the Securities Act. Such transactions did not involve a public
offering of securities. All purchasers in the private placement had
access to information on the Company necessary to make an informed
investment decision. The Company has been informed that all
purchasers are able to bear the economic risk of this investment
and are aware that the securities were not registered under the
Securities Act, and cannot be re-offered or re-sold unless they are
registered or are qualified for sale pursuant to an exemption from
registration. The transfer agent and registrar of the Company will
be instructed to mark "stop transfer" on its ledger regarding these
shares.

-20-

Neither the Company nor any person
acting on its behalf offered or sold the securities by means of any
form of general solicitation or general
advertising.

The securities were acquired for the
purchasers own account and not with the view to, or for resale in
connection with any distribution. A legend was placed on the
certificates issued stating that the securities have not been
registered under the Securities Act and cannot be sold or otherwise
transferred without an effective registration or an exemption
therefrom.

ITEM 11. DESCRIPTION OF
REGISTRANT'S SECURITIES TO BE REGISTERED.

Common Stock

We are authorized to issue 900,000,000
shares of common stock with a par value of $0.001 per share. As of
May 24, 2018, 76,295,171 shares of our common stock were issued and
outstanding. Each outstanding share of common stock is entitled to
one vote, either in person or by proxy, on all matters that may be
voted upon by the owners thereof at meetings of the
stockholders.

Our shareholders have no pre-emptive
rights to acquire additional shares of common stock. The common
stock is not subject to redemption or any sinking fund provision,
and it carries no subscription or conversion rights. In the event
of our liquidation, the holders of the common stock will be
entitled to share equally in the corporate assets after
satisfaction of all liabilities.

The description contained in this
section does not purport to be complete. Reference is made to our
certificate of incorporation and bylaws which are available for
inspection upon proper notice at our offices, as well as to the
Nevada Revised Statutes for a more complete description covering
the rights and liabilities of shareholders.

Holders of our common
stock

(i)

have equal ratable rights to dividends
from funds legally available therefore, if declared by our Board of
Directors,

(ii)

are entitled to share ratably in all our
assets available for distribution to holders of common stock upon
our liquidation, dissolution or winding up;

(iii)

do not have preemptive, subscription or
conversion rights or redemption or sinking fund provisions;
and

(iv)

are entitled to one non-cumulative vote
per share on all matters on which stockholders may vote at all
meetings of our stockholders.

The holders of shares of our common
stock do not have cumulative voting rights, which means that the
holders of more than fifty percent (50%) of outstanding shares
voting for the election of directors can elect all of our directors
if they so choose and, in such event, the holders of the remaining
shares will not be able to elect any of our
directors.

Preferred Stock

We may issue up to 100,000,000 shares of
our preferred stock, par value $0.001 per share, from time to time
in one or more series. As of the date of this prospectus, no shares
of preferred stock have been issued. Our Board of Directors,
without further approval of our stockholders, is authorized to fix
the dividend rights and terms, conversion rights, voting rights,
redemption rights, liquidation preferences and other rights and
restrictions relating to any series of preferred stock that may be
issued in the future. Issuances of shares of preferred stock, while
providing flexibility in connection with possible financings,
acquisitions and other corporate purposes, could, among other
things, adversely affect the voting power of the holders of our
common stock and prior series of preferred stock then
outstanding.

-21-

Dividends

We have no history of paying dividends,
moreover, there is no assurance that we will pay dividends in the
future.

Shares Eligible for Future
Sale

Our shares are thinly traded on the OTC
Market, and we cannot assure you that a significant public market
for our common stock will be developed. Sales of substantial
amounts of common stock in the public market, or the possibility of
substantial sales occurring, could adversely affect prevailing
market prices for our common stock or our future ability to raise
capital through an offering of equity securities.

The Company has 66,448,087 outstanding
shares of common stock that are "restricted" as that term is
defined in the Securities Act. At this time, we have not entered
into any agreement to register any of our issued and outstanding
shares, although such agreement may be entered into in the future,
or such an agreement may be made part of the terms of a future
combination transaction.

ITEM 12. INDEMNIFICATION OF
DIRECTORS AND OFFICERS.

Our bylaws and articles of incorporation
provide that our officers and directors are indemnified to the
fullest extent provided by the Nevada Revised Statutes
("NRS").

Under the Nevada Revised Statutes,
director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is
specifically limited by a company's Articles of Incorporation. Our
Articles of Incorporation do not specifically limit the directors'
immunity. The NRS excepts from that immunity (a) a willful failure
to deal fairly with the company or its shareholders in connection
with a matter in which the director has a material conflict of
interest; (b) a violation of criminal law, unless the director had
reasonable cause to believe that his or her conduct was lawful or
no reasonable cause to believe that his or her conduct was
unlawful; (c) a transaction from which the director derived an
improper personal profit; and (d) willful
misconduct.

Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable.

The Company has not purchased insurance
for the directors and officers that would provide coverage for
their acts as an officer or director of the
Company.

-22-

ITEM 13. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA.

BIOFORCE NANOSCIENCES HOLDINGS,
INC.

FINANCIAL REPORTS

AT

MARCH 31, 2017

(Unaudited)

BIOFORCE NANOSCIENCES HOLDINGS, INC.

TABLE OF CONTENTS

Balance Sheets at March 31, 2018 (Unaudited) and
December 31,
2017 24

Statements of Operations for the Three Months Ended
September 30, 2018 and 2017-
Unaudited 25

Statements of Cash Flows for the Three Months Ended
September 30, 2018 and 2017-Unaudited
26

The accompanying notes are an
integral part of these financial statements

-24-

BioForce Nanosciences Holdings, Inc.

STATEMENTS OF OPERATIONS - UNAUDITED

For the Three Months Ended March 31,

2018

2017

Sales

$
-

$
-

Cost of Sales

-

-

Gross Profit

-

-

Expenses

General and Administrative

23,974

2,244

Loss Before Income Tax Expense

(23,974)

(2,244)

Income Tax Expense

-

-

Net Loss for the Period

$
(23,974)

$
(2,244)

Weighted Average Number of Common Shares -

Basic and Diluted

76,295,171

76,107,171

Net Loss for the Period Per Common Shares -

Basic and Diluted

$
(0.00)

$
(0.00)

The accompanying notes are an
integral part of these financial statements

-25-

BioForce Nanosciences Holdings, Inc.

STATEMENTS OF CASH FLOWS - UNAUDITED

For the Three Months Ended March 31,

2018

2017

Cash Flows from Operating Activities

Net Loss for the Period

$
(23,974)

$
(2,244)

Changes in Assets and Liabilities:

Accounts Receivable

4,500

-

Prepaid Expenses

(1,750)

1,250

Accounts Payable and Accrued Expenses

(4,145)

(2,543)

Net Cash Flows Used In Operating Activities

(25,369)

(3,537)

Cash Flows from Investing Activities

-

-

Cash Flows Provided By Financing Activities

Capital Contributions - Directors

29,869

3,537

Net Change in Cash and Cash Equivalents

4,500

-

Cash and Cash Equivalents - Beginning of Year

14,325

14,325

Cash and Cash Equivalents - End of Year

$
18,825

$
14,325

Cash Paid During the Period for:

Interest

$
-

$
-

Income Taxes

$
-

$
-

The accompanying notes are an integral part
of these financial statements

-26-

BIOFORCE NANOSCIENCES HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Organization & Description of
Business

The Company was incorporated in the State of Nevada
on December 10, 1999 as Silver River Ventures, Inc. On
February 24, 2006, the Company completed the acquisition of
BioForce Nanosciences Holdings Inc., a Delaware corporation, and
changed the corporate name at that time. The acquisition was
made pursuant to an agreement entered into on November 30, 2005
("Merger Agreement"), whereby we agreed to merge our newly created,
wholly owned subsidiary, Silver River Acquisitions, Inc., with and
into BioForce, with BioForce being the surviving entity. The
Company's mission is to become a leading provider of vitamin,
mineral and other nutritional supplements, powders and beverages,
formulated to promote a healthier lifestyle for active individuals
in all age ranges.

NOTE 2 - Summary of Significant Accounting
Policies

Method of Accounting

The Company's financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America ("U.S. GAAP").

Cash and Cash Equivalents

Cash and cash equivalents include time deposits,
certificates of deposit, and all highly liquid debt instruments
with original maturities of three months or less. At March 31, 2018
and December 31, 2017, the Company's cash consisted of the
following:

March 31,

December 31,

2018

2017

Checking Account

$ 16,720

$ 12,220

Cash on Hand

2,105

2,105

Total Cash and Cash Equivalents

$ 18,825

$ 14,325

Accounts Receivable

The Company considers accounts receivable to be
fully collectible. Accordingly, no allowance for doubtful
accounts is required. If amounts become uncollectible they
will be charged to operations when that determination is made.

Earnings (Loss) per Share

Earnings (loss) per share of common stock are
computed in accordance with FASB ASC 260 "Earnings per
Share". Basic earnings (loss) per share are computed by
dividing income or loss available to common shareholders by the
weighted-average number of common shares outstanding for each
period. Diluted earnings per share are calculated by
adjusting the weighted average number of shares outstanding
assuming conversion of all potentially dilutive stock options,
warrants and convertible securities, if dilutive. Common stock
equivalents that are anti-dilutive are excluded from both diluted
weighted average number of common shares outstanding and diluted
earnings (loss) per share.

-27-

BIOFORCE NANOSCIENCES HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 2 - Summary of Significant Accounting Policies
- continued

Fair Value of Financial Instruments

The estimated fair values for financial instruments
are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be
determined with precision. The carrying amounts of accounts
payable, accrued liabilities, and notes payable approximate fair
value given their short term nature or effective interest
rates.

The estimated fair values for financial instruments
are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be
determined with precision. The carrying amounts of accounts
payable and accrued liabilities approximate fair value given their
short term nature or effective interest rates.

Use of Estimates

The preparation of financial statements in
conformity with generally accepted accounting principles in the
United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Revenue Recognition

In accordance with ASC Topic 606, Revenue from
Contracts with Customers ("ASC 606"), revenues are recognized
when control of the promised goods or services is transferred to
our clients, in an amount that reflects the consideration to which
we expect to be entitled in exchange for those goods and services.
To achieve this core principle, we apply the following five steps:
(1) Identify the contract with a client; (2) Identify the
performance obligations in the contract; (3) Determine the
transaction price; (4) Allocate the transaction price to
performance obligations in the contract; and (5) Recognize revenues
when or as the company satisfies a performance obligation.

We adopted this ASU on January 1, 2018. Although the
new revenue standard is expected to have an immaterial impact, if
any, on our ongoing net income, we did implement changes to our
processes related to revenue recognition and the control activities
within them.

NOTE 3 - Recently Issued Accounting Standards

The Company has implemented all new accounting
pronouncements that are in effect and is evaluating any that may
impact its financial statements, including revenue recognition.
The Company does not believe that there are any other new
accounting pronouncements that have been issued that might have a
material impact on its financial position or results of
operations.

NOTE 4 - Prepaid Expenses

Prepaid expenses consist of the following at March
31, 2018 and December 31, 2017:

March 31,

December 31,

2018

2017

Audit Services

$ 3,000

$
--

Filing Fees

833

2,083

Total Prepaid Expenses

$
3,833

$ 2,083

-28-

BIOFORCE NANOSCIENCES HOLDINGS,
INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 5 - Going
Concern

The Company's financial statements have been
presented on the basis that it is a going concern, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has
reported recurring losses from operations. As a result, there
is an accumulated deficit at March 31, 2018 and December 31,
2017.

While the Company is attempting to continue
operations and generate revenues, the Company's cash position may
not be significant enough to support the Company's daily
operations. Management believes that the actions
presently being taken to further implement the Company's business
plan; to expand sales with a dynamic marketing campaign and
generate revenues provide the opportunity for the Company to
continue as a going concern. While the Company believes in
the viability of its strategy to generate revenues and in its
ability to raise additional funds, there can be no assurances to
that effect. The ability of the Company to continue as a
going concern is dependent upon the Company's ability to further
implement its business plan and generate revenues.

NOTE 6 - Related Party Transactions

The Company's Director, Secretary and Acting CFO,
Richard Kaiser, is the operator of Yes International, a
full-service investor relations firm. He handles duties of
the Company regarding his officer capacities as the Secretary and
Acting CFO, but also provides investor relations services through
Yes International for the Company at no charge.

NOTE 7 - Shareholder's Equity

Preferred Stock

Preferred stock consists of 100,000,000 shares
authorized at $0.001 par value. At March 31, 2018 and
December 31, 2017 there were -0- shares issued and outstanding.
On December 5, 2017, the Company amended its Articles of
Incorporation in order to increase authorized preferred stock to
100,000,000 shares from 50,000,000.

Common Stock

Common stock consists of 900,000,000 shares
authorized at $0.001 par value. At March 31, 2018 and
December 31, 2017 there were 76,295,171 shares issued and
outstanding. On December 5, 2017, the Company amended its
Articles of Incorporation in order to increase authorized common
stock to 900,000,000 shares.

Statements of Operations for the Years Ended
December 31, 2017 and 2016
33

Statements of Cash Flows for the Years Ended
December 31, 2017 and 2016
34

Statements of Changes in Equity for the Years Ended
December 31, 2017 and 2016
35

Notes to Financial Statements
36
- 38

-30-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the shareholders and the board
of directors of BioForce Nanosciences Holdings, Inc.:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of
BioForce Nanosciences Holdings, Inc. (the "Company") as of December
31, 2017 and 2016, the related statements of operations, changes in
equity, and cash flows for the years then ended, and the related
notes (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of
December 31, 2017 and 2016, and the results of its operations and
its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States.

Going concern uncertainty

The accompanying financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in note 5 to the financial statements, the
Company incurred recurring losses from operations that led to an
accumulated deficit. This raises substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are also described in note 5. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on the Company's financial statements based on our audits.
We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.

We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due
to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting.
Accordingly, we express no such opinion.

Our audits included performing procedures to assess
the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a
reasonable basis for our opinion.

The accompanying notes are an integral part
of these financial statements

-34-

BioForce Nanosciences Holdings, Inc.

STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED
DECEMBER 31, 2017 & 2016

Common Stock

Additional

Total

$0 .001 Par

Paid-In

Accumulated

Stockholders'

Shares

Amount

Capital

Deficit

Equity

Balance - January 1, 2016

76,107,171

$76,107

$535,893

$(610,503)

$
1,497

Capital Contributions - Directors

-

-

6,500

-

6,500

Net Loss

-

-

-

(5,712)

(5,712)

Balance - December 31, 2016

76,107,171

$76,107

$542,393

$(616,215)

$
2,285

Capital Contributions - Directors

-

-

25,898

-

25,898

Common Stock Issued in Exchange for Product
Payment

188,000

188

11,092

-

11,280

Net Loss

-

-

-

(31,261)

(31,261)

Balance - December 31, 2017

76,295,171

$76,295

$579,383

$(647,476)

$8,202

The accompanying notes are an integral part
of these financial statements

-35-

BIOFORCE NANOSCIENCES HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Organization & Description of
Business

The Company was incorporated in the State of Nevada
on December 10, 1999 as Silver River Ventures, Inc. On
February 24, 2006, the Company completed the acquisition of
BioForce Nanosciences Holdings Inc., a Delaware corporation, and
changed the corporate name at that time. The acquisition was
made pursuant to an agreement entered into on November 30, 2005
("Merger Agreement"), whereby we agreed to merge our newly created,
wholly owned subsidiary, Silver River Acquisitions, Inc., with and
into BioForce, with BioForce being the surviving entity. The
Company's mission is to become a leading provider of vitamin,
mineral and other nutritional supplements, powders and beverages,
formulated to promote a healthier lifestyle for active individuals
in all age ranges. For the years ended December 31, 2017 and
2016 the Company's sales consisted of nutritional powders.

NOTE 2 - Summary of Significant Accounting
Policies

Method of Accounting

The Company's financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America ("U.S. GAAP").

Cash and Cash Equivalents

Cash and cash equivalents include time deposits,
certificates of deposit, and all highly liquid debt instruments
with original maturities of three months or less. At December
31, 2017 and December 31, 2016, the Company's cash consisted of the
following:

December 31,

2017

2016

Checking Account

$ 12,220

$
--

Cash on Hand

2,105

14,325

Total Cash and Cash Equivalents

$ 14,325

$ 14,325

Accounts Receivable

The Company considers accounts receivable to be
fully collectible. Accordingly, no allowance for doubtful
accounts is required. If amounts become uncollectible they
will be charged to operations when that determination is made.

Earnings (Loss) per Share

Earnings (loss) per share of common stock are
computed in accordance with FASB ASC 260 "Earnings per
Share". Basic earnings (loss) per share are computed by
dividing income or loss available to common shareholders by the
weighted-average number of common shares outstanding for each
period. Diluted earnings per share are calculated by
adjusting the weighted average number of shares outstanding
assuming conversion of all potentially dilutive stock options,
warrants and convertible securities, if dilutive. Common stock
equivalents that are anti-dilutive are excluded from both diluted
weighted average number of common shares outstanding and diluted
earnings (loss) per share.

Fair Value of Financial Instruments

The estimated fair values for financial instruments
are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be
determined with precision. The carrying amounts of accounts
payable, accrued liabilities, and notes payable approximate fair
value given their short term nature or effective interest
rates.

The estimated fair values for financial instruments
are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be
determined with precision. The carrying amounts of accounts
payable, accrued liabilities, and notes payable approximate fair
value given their short term nature or effective interest
rates.

-36-

BIOFORCE NANOSCIENCES HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 2 - Summary of Significant Accounting Policies
- continued

Use of Estimates

The preparation of financial statements in
conformity with generally accepted accounting principles in the
United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue from product sales
or services rendered when the following four revenue recognition
criteria are met: persuasive evidence of an arrangement exists,
delivery has occurred or services have been rendered, the selling
price is fixed or determinable, and collectability is reasonably
assured. The Company sales consist of natural nutritional
powders which are purchased from an outside vendor when a sales
order is completed.

NOTE 3 - Recently Issued Accounting Standards

The Company has implemented all new accounting
pronouncements that are in effect and is evaluating any that may
impact its financial statements, including revenue recognition.
The Company does not believe that there are any other new
accounting pronouncements that have been issued that might have a
material impact on its financial position or results of
operations.

NOTE 4 - Prepaid Expenses

Prepaid expenses consist of the following at
December 31, 2017 and 2016:

December 31,

2017

2016

Filing Fees

$
2,083

$ 2,083

Total Prepaid Expenses

$
2,083

$ 2,083

NOTE 5 - Going Concern

The Company's financial statements have been
presented on the basis that it is a going concern, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has
reported recurring losses from operations. As a result, there
is an accumulated deficit at December 31, 2017.

While the Company is attempting to continue
operations and generate revenues, the Company's cash position may
not be significant enough to support the Company's daily
operations. Management believes that the actions
presently being taken to further implement the Company's business
plan; to expand sales with a dynamic marketing campaign and
generate revenues provide the opportunity for the Company to
continue as a going concern. While the Company believes in
the viability of its strategy to generate revenues and in its
ability to raise additional funds, there can be no assurances to
that effect. The ability of the Company to continue as a
going concern is dependent upon the Company's ability to further
implement its business plan and generate revenues.

NOTE 6 - Related Party Transactions

The Company's Director, Secretary and Acting CFO,
Richard Kaiser, is the operator of Yes International, a
full-service investor relations firm. He handles duties of
the Company regarding his officer capacities as the Secretary and
Acting CFO, but also provides investor relations services through
Yes International for the Company at no charge.

-37-

BIOFORCE NANOSCIENCES HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 7 - Concentrations

For the years ended December 31, 2017 and 2016 the
Company's sales were with one (1) customer and amounted to $4,500
and $8,250, respectively. For the years ended December 31,
2017 and 2016 the Company's purchases were with one (1) vendor and
amounted to $3,245 and $6,000, respectively.

NOTE 8 - Stock

Preferred Stock

Preferred stock consists of 100,000,000 shares
authorized at $0.001 par value. At December 31, 2017 and 2016
there were -0- shares issued and outstanding. On December 5,
2017, the Company amended its Articles of Incorporation in order to
increase authorized preferred stock to 100,000,000 shares from
50,000,000.

Common Stock

Common stock consists of 900,000,000 shares
authorized at $0.001 par value. At December 31, 2017 and 2016
there were 76,295,171 and 76,107,171 shares issued and outstanding,
respectively. On December 5, 2017, the Company amended its
Articles of Incorporation in order to increase authorized common
stock to 900,000,000 shares.

NOTE 9 - Commitments and Contingencies

The Company has no commitments and
contingencies.

-38-

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES.

There are no disagreements with the accountants on
accounting and financial disclosures.

In accordance with Section 12 of the Securities
Exchange Act of 1934, the Registrant caused this amended
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.